The Directors have pleasure in submitting their 44th Annual Reporttogether with the Audited Financial Statements of your Company for the year ended March31 2021.
(RS. IN LACS)
|Particulars ||Year ended March 31 2021 ||Year ended March 312020 |
|Total Income ||7745.94 ||10003.45 |
|Profit / (Loss) before Depreciation interest and Taxation ||6956.51 ||7202.91 |
|Less: Depreciation ||500.05 ||455.74 |
|Less: Interest/Fin. Cost ||3054.07 ||2866.34 |
|Profit before Taxation ||3402.39 ||3880.83 |
|Less / (Add) Tax Expenses ||560.53 ||440.34 |
|Profit / (Loss) after tax after adjustment ||2841.86 ||3440.49 |
|Add/(less): Other Comprehensive income/(loss) ||21.37 ||(11.69) |
|Total Comprehensive Income ||2863.23 ||3428.80 |
|Earning Per Equity Share (Face Value of Rs.5) || || |
|Basic (in Rs.) ||6.18 ||7.48 |
|Diluted (in Rs.) ||6.17 ||7.48 |
In order to conserve cash flows of the Company during these testingtimes of the pandemic the Board of Directors have decided not to recommend any dividendon the equity shares for the F.Y.2020-21.
AMOUNT PROPOSED TO BE CARRIED TO GENERAL RESERVE: NIL
Your Company continues to do the Re-development and Rehabilitation ofSlums segment in and around Bhandup area of Mumbai and the revenue under these segment isyet to be recognised.
The construction activities of Project at Byculla Mumbai known as"MONTE SOUTH" of the SPV (a LLP) wherein your Company holds 40% equity stake hasbeen progressing well.
Terrapolis Assets Private Limited (TAPL) a Wholly Owned Subsidiary ofthe Company is developing a Project comprises of rehab building for slum dwellers and freesale Commercial building named "Marathon Millennium" having area ofaround 3 lakhs sq. ft. being constructed on the said Project Land. The building is beingconstructed into two phases consisting of Slum rehabilitation building (SRA)and Commercialbuilding.
The SRA has given necessary approvals for the construction of Rehabbuilding and to support initially the construction related activities the Project needstimely funding. TAPL has already approached FIs/Banks for funding requirements.
Sanvo Resorts Pvt Ltd (SRPL) a subsidiary of the Company has beenreporting good numbers on the sale front. Its Project development at "MarathonNexzone" at Panvel is progressing well and necessary Completion certificates werealso issued by the Authorities for handing out the units.
Sanvo is presently developing a residential cum commercial complex inPanvel District Raigad contiguous to Mumbai. The total saleable area of the project isaround 41 lac sq.ft of mixed development. The project is registered under MAHA RERA. Theentire project is to be developed in phases and the revenue will be recognized based onpercentage of completion method.
DIRECTORS AND CHANGES IN INDEPENDENT DIRECTORSHIP:
In accordance with the applicable provisions of the Companies Act2013 Mr. Mayur R. Shah who retires by rotation and being eligible offers himself forre-appointment.
Mr. Ashwin Mohanlal Thakker (DIN: 00686966)was appointed as anAdditional Director at the Board Meeting held on November 13 2020.
His appointment is being regularised at this 44th AGM .He will beholding the office of Independent Director for a 1st term from the November 132020 tillNovember 122025.
The brief resume of Mr. Ashwin Mohanlal Thakker nature of hisexperience in specific functional area is mentioned and forms part of this Annual Report.
Mr. S. Ramamurthi was appointed as Whole Time Director & CFO of theCompany by the members at the 43rd Annual General Meeting held on September 30 2020 for aperiod of 5 years from May 012020 to April 30 2025. He will attain the age of 70 yearson November 08 2021. As a matter of abundant caution it is proposed to obtain approvalof the shareholders as per the provisions of Section 196(3) of Companies Act 2013 forcontinuation of his employment as a Whole Time Director on the same terms of appointmentand remuneration as approved by members earlier in September 30 2020 is recommended bythe Board of Directors.
M/s. Rajendra& Co. Chartered Accountants who has been appointedas Statutory Auditors for a term of 5 years with effect from F.Y. 2017- 18 will continueto be the Statutory Auditors for the FY 2021-22. Vide MCA notification dated May 72018the requirement of yearly ratification by the shareholders at every general meeting as perSec 139 of the Companies Act 2013 is dispensed with.
PARTICULARS OF EMPLOYEES:
Except the Chairman & Managing Director none of the employees arecovered under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 .The other details of disclosures pertaining to the Managerialpersonnel is dealt in the annexure which forms part of this Directors Report.
EMPLOYEE STOCK OPTION PLAN:
An "EMPLOYEE STOCK OPTION PLAN" 2020 ("ESOP-2020")was framed with an object of encouraging higher participation on the part of employees inthe Company's financial growth and success. An effective stock option scheme enablesretention of talent and aligning employee interest to that of the Shareholders.
"EMPLOYEE STOCK OPTION PLAN" 2020 ("ESOP-2020") wasapproved by the shareholders at their meeting held on September 30 2020 and total numberof 2300000 Options were approved.
The Nomination Remuneration and Compensation Committee at theirmeeting held on February 12 2021 has approved the grant of 341000 stock options outof 23 lacs Options at a price of Rs.20 /- (per option) to the eligible employees of thecompany its holding company and its subsidiaries. Accordingly 1959000 Options remainedoutstanding as on March 312021.
All Options vests in a graded manner and are required to be exercisedwithin a specific period in accordance with "EMPLOYEE STOCK OPTION PLAN" 2020("ESOP-2020") and Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 as amended from time to time.
The details and disclosures with respect to the said ESOP as requiredunder Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014 and circulars issued thereunder have been uploaded on the Company's website:https:// www.marathonnextgen.com/.
The Disclosures pursuant to Regulation 14 of the SEBI (Share BasedEmployee Benefits) Regulations 2014 are detailed under:
|Sl. No Particulars ||Status of compliance |
|1. The Board of Directors in their report shall disclose any material change in the scheme(s) and whether the scheme(s) is/ are in compliance with the regulations. ||The scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations 2014. |
|2. Further the following details inter alia shall be disclosed on the company's website and a weblink thereto shall be provided in the report of board of directors. || |
|A. Relevant disclosures in terms of the 'Guidance note on Accounting for employee share-based payments' issued by ICAI or any other relevant accounting standards as prescribed from time to time. ||Disclosed in Notes to the Financial Statements FY 2020-21. |
|B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Accounting Standard 20 - Earnings Per Share' issued by ICAI or any other relevant accounting standards as prescribed from time to time. ||Disclosed in Notes to the Financial Statements FY 2020-21. |
C. Details related to Employees Stock Option Plan (ESOP) : EMPLOYEESTOCK OPTION PLAN" 2020 ("ESOP")
(i) A description of each ESOP that existed at any time during theyear including the general terms and conditions of each ESOP including -
|a Date of shareholders' approval ||September 30 2020 |
|b Total number of options approved under ESOP ||2300000 |
|c Vesting requirements ||The Nomination Remuneration and Compensation Committee shall in its absolute discretion have the authority to fix the vesting period in relation to Options and shall communicate to the Eligible Employee at the time of grant the time and the manner of vesting of options subject to a minimum vesting period of one year |
|d Exercise price or pricing formula ||Exercise Price is with reference to the previous day's Closing Market Price Rs. 77.50 NSE. That stock exchange is to be selected which has the highest trading volume on previous day. The Nomination Remuneration and Compensation Committee has a power to provide suitable discount or charge premium on the price as arrived above. |
|e Maximum term of options granted ||5 years from the date of vesting of options. |
|f Source of shares (primary secondary or combination) ||Primary |
|g Variation in terms of options ||The ESOP Scheme was extended to the employees of Holding and Subsidiary Companies on the same terms which was approved by the Members of the Company at the 43rd Annual General Meeting held on September 30 2020. |
|(ii) Method used to account for ESOP - Intrinsic or fair value. ||Fair value method/Market Price |
|(iii) Where the company opts for expensing of the options using the intrinsic value of the options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. ||Not Applicable |
|(iv) Option movement during the year (for each ESOP): ||2300000 |
|Number of options outstanding at the beginning of the period ||NIL |
|Number of options granted during the year ||341000 |
|Number of options forfeited / lapsed during the year ||NIL |
|Number of options vested during the year ||NIL |
|Number of options exercised during the year ||NIL |
|Number of shares arising as a result of exercise of options ||NIL |
|Money realized by exercise of options (INR) if scheme is implemented directly by the company ||NIL |
|Loan repaid by the Trust during the year from exercise price received ||NIL |
|Number of options outstanding at the end of the year ||1959000 |
|Number of options exercisable at the end of the year ||NIL |
|(v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. ||Employee wise details (name of employee designation number of options granted during the year exercise price) of options granted to - |
|(vi) Employee wise details (name of employee designation number of options granted during the year exercise price) of options granted to - || |
|a senior managerial personnel; ||- |
|b any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and ||NIL |
|c identified employees who were granted optionduring any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. ||NIL |
|(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: || |
|a the weighted-average values of share price exercise price expected volatility expected option life expected dividends the risk-free interest rate and any other inputs to the model; ||The fair value at grant date is determined as per certified by Merchant Banker |
|b the method used and the assumptions made to incorporate the effects of expected early exercise; ||Not Applicable |
|c how expected volatility was determined including an explanation of the extent to which expected volatility was based on historical volatility; and ||The scheme was drawn up in accordance with the guidelines of SEBI as such this assumption was not applicable |
|d whether and how any other features of the option grant were incorporated into the measurement of fair value such as a market condition. ||Not Applicable |
Further disclosure as per the 'Guidance Note on Accounting forEmployee Share-based Payments' issued by the Institute of Chartered Accountants of Indiaas appearing in the Notes to the Standalone Financial Statements of Marathon NextgenRealty Limited and forms part of this Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:
During the year under review change in the joint venture SPV agreementthat the company had entered into for investment in two properties
- Byculla and Borivali. Borivali property has been in a long drawnlitigation with Government of Maharashtra and the investment has not been generatingreturns for many years now. While the company would continue to execute as a partner theongoing Byculla project the Company would withdraw its investment from the Borivaliproject and let its partner develop the Borivali Project.
- The Company has entered into a RPT with United Builders forundertaking clubbing of development of SRA projects with each other subject to necessaryapprovals. The outer limit of the value of transaction is Rs.20 crore.
SCHEME OF MERGER- MARATHON NEXTGEN TOWNSHIPS PRIVATE LIMITED:
During the year under review your Company has filed a Company SchemePetition during the last quarter of FY:2021 for seeking Final sanction of the Scheme ofMerger of Marathon Nextgen Townships Private Limited a WOS with Marathon Nextgen RealtyLimited and their respective shareholders.
The matter is yet to be disposed by the Hon'able NCLT Mumbai bench.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The Company undertakes necessary Energy conservation and technologyabsorption methods while executing the projects by implementing advanced building systemand usage of energy efficient materials during the construction of Projects.
There were no foreign exchange earnings and outgo during the currentperiod.
The Equity Shares of the Company are listed with the BSE Limited &National Stock Exchange of India Limited. The Company has paid the Annual Listing Fees forboth the Exchanges for the year 2021-22.
DEMATERIALIZATION OF SHARES:
The members are aware that the Company's equity shares are undercompulsory trading in dematerialized form for all categories of investors. Theshareholders who are holding the shares of the Company in physical mode are requested toDemat their holding at the earliest so as to reap the corporate benefits like TransferDividends Bonus etc without loss of time. SEBI has already mandated that wef April 2019sale/ transfer of securities in physical mode is NOT PERMITTED.
REPORT U/S 134 (3) OF THE COMPANIES ACT 2013:
A report containing relevant information as required by the saidsection of the Companies Act 2013 is dealt separately and forms part of this DirectorsReport.
Your Company has not accepted any deposits from the public or itsemployees during the period under review.
DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL ) ACT 2013:
The Company has in place a Policy in line with the requirementsof"The Sexual Harassment of Women at the Workplace (Prevention Prohibition&Redressal) Act 2013''. Internal Complaints Committee (ICC) has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.
No Complaints were received during the year under review.
CSR POLICY INITIATIVES SPENDING:
The Company has a CSR policy. For the FY 2020-21 the amount spent onthe CSR related activities amounting to Rs.7070000/- was contributed to a recognizedTrust .
A separate section on disclosures specified in Companies Act 2013 alongwith other requirements as amended and as specified in Regulations 17 to 27 and 46(2)(b)to(i) of SEBI (LODR) Regulations 2015 forms part of this Annual Report.
SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31 2021
As required under provisions of Section 204 of the Companies Act 2013and pursuant to Regulation 24A of Listing Regulations the reports in respect of theSecretarial Audit for FY 2020-21 carried out by Mr. Nitin R Joshi Practicing CompanySecretary in Form MR-3 forms part to this report.
Also the Secretarial Audit Reports for FY 2020-21 in Form MR-3 inrespect of Sanvo Resorts Private Limited a material unlisted subsidiary of your Companyforms part of this report.
The said reports do not contain any adverse observation orqualification or modified opinion.
BUSINESS RESPONSIBILITY REPORT(BRR)/COMMITMENT TOWARDS SUSTAINABILITYWHILE UNDERTAKING PROJECTS:
In terms of Regulation 34 of SEBI (LODR) Regulations 2015("LODR'')effective from FY:2019-20 the Top 1000 listed Companies are required tosubmit as a part of their Annual Report a Business Responsibility Report describing theinitiatives taken by them from an environment social and governance perspective in theformat given under the LODR. This becomes a channel for the Company to communicate itscommitment towards sustainability while undertaking projects.
The submission of the BRR for the year under review is not applicableto the Company.
ANNUAL RETURN FY. 2020-2021
Annual return in accordance with the Companies Act 2013 the annualreturn in the prescribed format is available at https://www.marathonnextgen.com/.
The Board of Directors take this opportunity to place on record theirsincere appreciation for the excellent support and co-operation extended by theshareholders bankers customers suppliers / associates during the year under review.
The Board whole heartedly acknowledges the dedicated and sincereefforts and services put in by the employees at all levels in the Company during verytrying times. Their dedicated efforts and enthusiasm has been integral to your Company'sgrowth.
| ||For and on behalf of the Board |
|Place: Mumbai ||Chetan R. Shah |
|Date: August 12 2021 ||Chairman & Managing Director |